Hewlett-Packard Company (NYSE: HWP) and Bluestone Software, Inc. (Nasdaq: BLSW) today announced the companies have reached a definitive agreement under which HP will acquire Bluestone in a stock-for-stock strategic transaction. Bluestone is a leading provider of Internet software platforms, tools and technologies for business-to-business, business-to-consumer and mobile Internet transactions. With this acquisition, HP significantly expands its Internet software portfolio by adding Bluestone's acclaimed J2EE and XML application servers and tools -- enabling customers to develop and deploy applications and services that take advantage of the emerging services-based computing model. HP's existing Internet software portfolio includes integrated service management (OpenView), security software (Praesidium), quality of service provisioning (WebQoS), high availability software (MC/ServiceGuard), voice-enabling technologies (OpenCall), Internet service tracking and billing solutions (Smart Internet Usage); as well as e-services integration technologies such as e-speak and Changengine. Bluestone's software will become the integrating platform for HP's current software offerings and will serve as the core of HP's next-generation software strategy by leveraging the combined platform's advanced XML, e-services and mobile technology capabilities. Under the terms of the agreement, Bluestone shareowners will receive 0.2433 pre-split shares of HP common stock for each share of Bluestone common stock. The transaction is expected to be accretive in HP's fiscal year 2001 on a cash EPS basis. The transaction is intended to be tax-free to Bluestone's shareowners and to be accounted for as a purchase. The completion of the transaction is subject to closing conditions and the approval of Bluestone shareowners. Upon completion of the transaction, Bluestone will become a wholly owned subsidiary of HP. Bluestone's standards-based J2EE and XML application server technology, along with the industry's first JavaÅ transaction service, will form the core of HP's middleware offering. With this solution, customers will be able to develop, integrate, deploy, and manage J2EE and XML applications and services across the enterprise, across trading community partners, and across interactions and transactions with customers using mobile appliances and devices. HP Consulting will develop a set of implementation and integration services in support of Bluestone's technologies. "A new generation of Internet software is being developed to help companies participate in the emerging services-based model of computing," said Bill Russell, vice president and general manager of HP Software and Solutions Organization. "By adding Bluestone's technologies to our portfolio, we're enabling our customers to capitalize on this next wave of business and technology transformation." "Bluestone has been the technology leader in the Web application server market for the last two years," said P. Kevin Kilroy, chairman and CEO of Bluestone Software, "And in July, through our acquisition of Arjuna Solutions, we became the leader in the new world of distributed Internet transactioning -- technology essential to ensuring the integrity of Internet initiated transactions. By joining HP, we add new capabilities to our technology suite and dramatically expand our reach through HP's world-class sales, services and support organization." "No one else can offer customers what Bluestone and HP together bring to the emerging e-services marketplace," added Kilroy. "With this acquisition, HP will be able to offer customers a complete, flexible, technology-leading platform for Internet applications and services."